|
PLEASE READ THIS AGREEMENT CAREFULLY
BEFORE USING THIS SITE.
This is a binding agreement ("Agreement") between the
Henderson Manufacturing Company ("HMC") and you ("You"
or Your"). This Agreement governs Your use of this website
(www.hendersonmfgco.com)
(the "Site"), including, without limitation, all content
such as text, information, images, contracts, software and
other downloadable material (collectively, the "Materials")
and all services (the "Services") made available to You
through this Site by HMC and/or third parties.
BY DOWNLOADING ANY MATERIALS, USING
SERVICES OR USING THIS SITE, YOU AGREE TO THE TERMS OF THIS
AGREEMENT.
1. OWNERSHIP OF MATERIALS
All Materials and Services on this Site are provided by
HMC unless indicated otherwise. All intellectual property
rights in the Materials and Services (including copyrights,
trademarks, service marks, trade secrets and patents) are
the property of HMC. HMC retains all copyrights in the individual
pages, and their components, and collective works available
at the Site.
The Materials and Services are copyrighted and are protected
by federal and worldwide copyright laws and treaty provisions.
They may not be copied, reproduced, modified, published,
uploaded, posted, transmitted, performed, or distributed
in any way, without HMC's prior written permission. All
other names and trademarks are the property of their respective
holders.
2. SINGLE COPY LICENSE
Any unauthorized use of any Materials or Services at this
Site may violate copyright, trademark, and other laws. You
may download one copy of the Materials found on the Site
for use with the Services. This is a license, not a transfer
of title, and is subject to the following restrictions:
You may not: (a) modify the Materials or Services or use
them for any commercial purpose, or any public display,
performance, sale or rental; (b) decompile, reverse engineer,
or disassemble software Materials or Services except and
only to the extent permitted by applicable law; (c) remove
any copyright or other proprietary notices from the Materials
or Services; (d) transfer the Materials to another person.
You agree to prevent any unauthorized copying of the Materials
or Services.
3. TERMINATION OF THIS LICENSE
HMC may terminate this license at any time if You are in
breach of the terms of this Agreement. Upon termination,
You will immediately destroy the Materials and cease the
use of the Services.
4. SECURITY
Certain pages on this Site are intended by HMC to require
an e-mail address and password to access and use the Materials
and Services on the Site. Certain other Materials or Services
on the Site may require additional codes. You are solely
responsible for (1) maintaining the strict confidentiality
of the e-mail address, passwords and codes (collectively,
"IDs") assigned to you, (2) any charges, damages, or losses
that may be incurred or suffered as a result of Your failure
to maintain the strict confidentiality of the IDs and (3)
promptly informing HMC in writing of any need to deactivate
an ID due to security concerns. HMC is not liable for any
harm related to the theft of Your IDs, Your disclosure of
Your IDs, or Your authorization to allow another person
or entity to access and use the Site using Your IDs. You
agree to immediately notify HMC of any unauthorized use
of Your IDs.
5. GENERAL DISCLAIMERS
THESE MATERIALS AND SERVICES ARE PROVIDED "AS IS" WITHOUT
ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY,
OR FITNESS FOR ANY PARTICULAR PURPOSE, OR WARRANTIES ARISING
BY COURSE OF DEALING OR CUSTOM OR TRADE. IN NO EVENT SHALL
HMC, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE
MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND
AGENTS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY AND
ALL DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY
OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION
AND LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING
TO (1) THE USE OF OR INABILITY TO USE THE MATERIALS OR SERVICES,
OR (2) RELIANCE ON THE CONTENT, MATERIALS OR SERVICES; OR
(3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS,
SECURITY BREACHES, OR (4) ANY OTHER FAILURE TO PERFORM BY
HMC OR HMC'S CONTENT PROVIDERS. THE FOREGOING SHALL APPLY
REGARDLESS OF WHETHER HMC HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. HMC ALSO MAKES NO REPRESENTATIONS OR WARRANTIES
THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS OR SERVICES
(1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF
VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS,
(3) IS SECURE, OR (4) WILL MEET YOUR SATISFACTION. YOU ARE
RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY
OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS
OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE.
Because some jurisdictions may not permit each of these
disclaimers and limitations, the above limitations may not
apply to You. HMC and its parents, subsidiaries, affiliates
and their respective members, directors, officers, employees,
stockholders and agents further do not warrant the accuracy
or completeness of the information, text, graphics, links
or other items contained within these Materials or Services.
HMC may make changes to these Materials or Services, or
to the products described therein, at any time without notice.
HMC makes no commitment to update the Materials or Services.
Any description of Materials or Services is not a representation
that any such Materials or Services are available for sale,
use or distribution in Your location.
6. STOCK PRICE DISCLAIMER
The stock price performance shown on the stock quotations
on any HMC site is not necessarily indicative of future
price performance. HMC and/or its parents, subsidiaries,
affiliates and their respective members, directors, officers
employees, stockholders and agents do not warrant or guarantee
the accuracy or completeness of the stock information provided
herein and under no circumstances will HMC and/or its parents,
subsidiaries, affiliates and their respective members, directors,
officers employees, stockholders and agents be liable for
any loss including, but not limited to, direct, incidental,
special or consequential damages caused by reliance on that
information or for the risks of the stock market.
7. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
From time to time, HMC or its representatives may have
made or may make forward-looking statements, orally or in
writing. Such forward-looking statements may be included
in, but, not limited to, press releases, oral statements
made by or with the approval of an authorized executive
officer, or in this Site or other filings made by HMC with
the Securities and Exchange Commission. The words or phrases
''trend,'' ''expect,'' ''grow,'' ''will,'' ''could,'' ''likely
result,'' ''planned,'' ''continued,'' ''anticipated,'' ''estimated,''
''projected,'' ''scheduled,'' ''could have,'' ''intended,''
''believes,'' ''continuing,'' ''considers,'' ''may be,''
''assessed,'' ''contingency,'' or similar expressions are
intended to identify ''forward-looking statements'' within
the meaning of the Private Securities Litigation Reform
Act of 1995. HMC wishes to ensure that such statements are
accompanied by meaningful cautionary statements, so as to
maximize to the fullest extent possible the protections
of the safe harbor established in said Act. Accordingly,
such statements are qualified in their entirety by reference
to and are accompanied by the following discussion of certain
important factors that could cause actual results to differ
materially from such forward-looking statements.
Factors that could cause actual results to materially differ
include, without limitation, the cyclical nature of HMC's
business, adverse economic and market conditions, fluctuating
costs of raw materials, including steel and delays in the
delivery of such raw materials and components. Except as
otherwise required by law, HMC expressly disclaims any obligation
or undertaking to release publicly any updates or revisions
to any such statements to reflect any change in HMC's expectations
or any change in events, conditions or circumstances on
which any such statement is based. Accordingly, forward-looking
statements should not be relied upon as a prediction of
actual results.
8. INDEMNITY
You agree to defend, indemnify and hold HMC, its parents,
subsidiaries, affiliates and their respective members, directors,
officers, employees, stockholders and agents harmless against
any losses, expenses, costs or damages (including HMC's
reasonable attorneys' fees, expert fees' and other reasonable
costs of litigation) arising from, incurred as a result
of, or in any manner related to (1) Your breach of this
Agreement, (2) Your unauthorized or unlawful use of the
Site, the Materials or the Services and (3) the unauthorized
or unlawful use of the Site by any other person using Your
IDs.
9. USER SUBMISSIONS
Unless otherwise agreed in writing prior to Your submission,
any material, information or other communication You transmit
or post to this Site will be considered non-confidential
and non-proprietary ("Communications"). HMC will have no
obligations with respect to the Communications. HMC and
its designees will be free to copy, disclose, distribute,
perform, incorporate and otherwise use the Communications
and all data, images, sounds, text, and other things embodied
therein for any and all commercial or non-commercial purposes
to the extent permitted by applicable law. You are prohibited
from posting or transmitting to or from this Site any unlawful,
threatening, libelous, defamatory, obscene, pornographic,
or other material that would violate any law.
Any attempt to obtain unauthorized access or to exceed authorized
access to the Site shall be considered a trespass and computer
fraud and abuse, punishable under state and federal laws.
HMC hereby notifies You that any or all communications with
this Site can and will be monitored, captured, recorded,
and transmitted to the authorities as deemed necessary by
HMC in its sole discretion and without further notice.
10. COOPERATION WITH GOVERNMENT AUTHORITIES
If necessary and in accordance with applicable law, HMC
will cooperate with local, state, federal, international
and/or worldwide government authorities to protect this
Site, visitors, customers, HMC, its parents, subsidiaries,
affiliates and their respective members, directors, officers,
employees, stockholders and agents and operational providers,
to prevent unauthorized use of this Site.
11. LINKS TO OTHER MATERIALS
The linked sites are not necessarily under the control of
HMC and HMC is not responsible for the content of any linked
site or any link contained in a non-affiliated linked site.
HMC reserves the right to terminate any link or linking
program at any time. HMC has selected the links for Your
convenience. The selection or omission of links is not intended
to endorse any particular companies or products. If You
decide to access any of the third party sites linked to
this Site, You do this entirely at Your own risk. Any links
to any portion of the Site shall be the responsibility of
the linking party, and HMC shall not be responsible for
notification of any change in name or location of any information
of the Site. HMC reserves the right to request any website
administrator to disable or remove any link that violates
any rights of HMC or causes interruption or deterioration
of Materials or Services provided by HMC. Failure to abide
by this request shall be dealt with as any other unauthorized
use or access to HMC resources.
12. APPLICABLE LAWS
This Site is controlled by HMC from its offices within the
State of Texas. HMC makes no representation that Materials
or Services in this Site are appropriate or available for
use in other locations, and access to them from territories
where their content is illegal is prohibited. Those who
choose to access this Site from other locations do so on
their own initiative and are responsible for compliance
with applicable local laws. You may not use or export the
Materials or Services in violation of United States export
laws or regulations. Any claim relating to the Materials
or Services shall be governed by the internal substantive
laws of the State of Texas.
13. DISPUTE RESOLUTION
Any dispute between HMC and You arising out of this Agreement
shall be resolved first by direct communication with one
or more of HMC's management team members. Should HMC and
You be unable to resolve the dispute by communication, either
HMC or You may submit any dispute arising out of or relating
to this Agreement, or the breach thereof, to final and binding
arbitration administered by the American Arbitration Association
nearest the place of HMCs headquarters and pursuant to Texas
law. The arbitrator shall fully implement the intent and
purposes of this Agreement and indemnify non-breaching parties
for and hold them harmless from all losses, costs, and expenses
(including costs of arbitration and reasonable attorneys'
fees) resulting from any breach or from defending against
any allegations of a breach determined to be unfounded.
14. ENTIRE AGREEMENT
This Agreement, including the Privacy Policy, which is incorporated
herein by this reference, contains the entire agreement
between You and HMC relating to the subject matter hereof,
and supersedes any other oral or written communications
relating thereto. This Agreement may not be amended or supplemented
by (1) any document or form originated by You relating to
the subject matter hereof, or (2) statements of any of HMC's
employees. HMC reserves the right to make changes to this
Agreement at any time without advance notice. HMC agrees
to post all amended forms of this Agreement on the Site
and such amended forms shall be effective immediately upon
its posting. It is at all times Your responsibility to read
the most current form of this Agreement before using the
Site to ensure that You agree to the terms and conditions
of any amendments made to this Agreement. You agree that
these standards for notice of amendments to this Agreement
are reasonable.
15. TERMINATION
Your right to access and use the Site, Materials and/or
Services immediately terminates without further notice upon
Your breach of this Agreement. HMC may terminate this Agreement
and/or Your right to use the Site at any time, with or without
cause. Sections 1, 5, 6, 7, 8, 9, 10, 12, 13, 15, 21 and
22 of this Agreement survive the expiration or termination
of this Agreement for any reason whatsoever. HMC reserves
the right to discontinue or make changes to the Site, Material
and/or Services at any time.
16. ASSIGNMENT
HMC may assign this Agreement, in whole or in part, in its
sole discretion. You may not assign Your rights under this
Agreement without HMC's prior written permission. Any attempt
by You to assign Your rights under this Agreement without
HMC's permission shall be void.
17. WAIVER OF BREACH
Any failure to enforce any term or provision of this Agreement
shall not be deemed a waiver of that or any other breach
of that or any other term or provision of this Agreement.
In addition, any failure to enforce any term or provision
of this Agreement shall not constitute a waiver of a future
breach of that or any other term or provision of this Agreement.
18. FORCE MAJEURE
HMC shall not be liable for any failure or unavailability
of the Site, the Materials and/or the Services or failure
by HMC to perform a transaction as a result of strikes,
lockouts, calamities, acts of God, unavailability of suppliers,
the loss or destruction of data, the determination or corruption
of storage media, power failures, natural phenomena, riots,
acts of vandalism, acts or omissions of civil or military
authority, war, terrorism or any other event beyond HMC's
control.
19. NOTICE
HMC may deliver notice to You under this Agreement by means
of electronic mail, a general notice on
www.hendersonmfgco.com or by written communication
delivered by first class U. S. mail to Your address on record
in HMC's account information.
You may give notice to HMC at any time via electronic mail
to
larry@hendersonmfgco.com or by letter delivered
by first class postage prepaid U.S. mail or overnight courier
to the following address:
Henderson Manufacturing Company
80 County Road 4310
Pittsburg, TX 75686
((903) 856-3658
Attn: Larry Bailey
Electronic Mail:
larry@hendersonmfgco.com
If You object to any material found on this Site, please
bring Your concerns to the attention of Larry Bailey,
larry@hendersonmfgco.com. The website administrator
reserves the right to remove any material alleged to be
infringing any third-party rights pending further investigation.
20. HEADINGS
The headings of articles and sections contained in this
Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
21. INVALIDITY
If any provision of this Agreement shall be held, be deemed
or shall in fact be, invalid, inoperative or unenforceable
as applied to any particular case or circumstance because
of the conflicts of any provision with any law, regulation,
ordinance or for any other reason, the provision or provisions
in question shall not be invalid, inoperative or unenforceable
in any other case or circumstance, nor shall any other provision
or provisions herein contained thereby be or become invalid,
inoperative or unenforceable and such provision shall be
reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such circumstances.
22. GENERAL
HMC and/or its parents, subsidiaries or affiliates may revise
this Agreement at any time by updating this posting. You
agree to be bound by this Agreement and any modifications
to this Agreement occurring prior to Your continued use
of the Materials or Services or access to the Site. You
should visit this Agreement from time to time to review
the then current terms of this Agreement because they shall
be equally binding on You. Certain provisions of this Agreement
may be superseded by expressly designated legal notices
or terms located on particular pages at this Site.
|
